[8-K] Idaho Strategic Resources, Inc. Reports Material Event

Rhea-AI Filing Summary

Idaho Strategic Resources, Inc. (NYSE American: IDR) filed an 8-K reporting the results of its 30 June 2025 Annual Meeting of Shareholders. Of the 14,052,872 shares outstanding on the 2 May 2025 record date, 10,076,652 shares (71.70 %) were present in person or by proxy, providing a valid quorum.

• Proposal 1 – Election of Directors: Incumbent directors John Swallow, Grant Brackebusch, Kevin Shiell, Richard Beaven and Carolyn Turner were re-elected. Support ranged from 5.16 million to 5.61 million votes for, representing roughly 91-93 % of votes cast. Each nominee faced 45,055-489,556 votes withheld, and 4.42 million broker non-votes were recorded.
• Proposal 2 – Auditor Ratification: Shareholders ratified Assure, CPA, LLC as the Company’s independent registered public accounting firm for the 2025 fiscal year with 9,960,697 votes for (98.5 %), 76,207 against and 39,748 abstentions; there were no broker non-votes.

No additional matters or material corporate actions were disclosed in this filing.

Insights

Corporate Governance Analyst

TL;DR – Routine meeting, strong support for board and auditor; no material governance changes.

Shareholder turnout of 71.7 % easily met quorum requirements. Director support above 90 % signals continued confidence in existing leadership. The auditor received 98.5 % approval, suggesting no significant concerns about financial reporting integrity. Because both items were routine and expected, the filing does not alter governance risk or investment thesis.

Portfolio Manager

TL;DR – Neutral event; voting outcomes confirm status quo, no catalyst for share price movement.

The 8-K documents ordinary annual-meeting business. High approval rates underscore shareholder satisfaction but introduce no new strategic initiatives, capital allocations or financial guidance. As such, the disclosure is unlikely to impact valuation models or portfolio positioning.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 01, 2025

Commission file number: 001-41320

 

Idaho Strategic Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

Idaho		82-0490295
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

201 N. 3rd Street, Coeur d’Alene, ID		83814
(Address of principal executive offices)		(zip code)

Registrant's telephone number, including area code: (208) 625-9001

N/A

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, no par value		IDR		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.07. Submission of Matters to a Vote of Security Holders.

On June 30, 2025, Idaho Strategic Resources, Inc. (the “Company”) held an annual meeting of shareholders (the “Annual Meeting”) for consideration of the following proposals:

Proposal – 1.	The election of the nominees to the Company’s Board of Directors to serve until the Company’s 2026 Annual Meeting of Shareholders or until successors are duly elected and qualified; the following are nominees for re-election as Directors: John Swallow, Grant Brackebusch, Kevin Shiell, Rich Beaven and Carolyn Turner;
Proposal – 2.	Ratification of the appointment of the Company’s independent registered public accounting firm, Assure, CPA, LLC;

Each of the foregoing proposals is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 20, 2025.

As of the record date, May 2, 2025, there were 14,052,872 shares of the Company’s common stock outstanding. At the Annual Meeting, there were present in person or by proxy 10,076,652 shares of the Company’s common stock, representing 71.70% of the Company’s total outstanding common stock. The results for each proposal submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposals		Votes For				Votes Withheld								Broker Non-Vote
Proposal 1 – Election of Directors
John Swallow			5,609,239				45,055								4,422,358
Grant Brackebusch			5,390,569				263,725								4,422,358
Kevin Shiell			5,164,738				489,556								4,422,358
Richard Beaven			5,470,135				184,159								4,422,358
Carolyn Turner			5,436,991				217,303								4,422,358
		Votes For				Votes Against				Abstentions				Broker Non-Vote
Proposal 2 – Ratification of Company’s independent registered public accounting firm for the ensuing year			9,960,697				76,207				39,748				0

Based on the above voting results, (i) the director nominees, John Swallow, Grant A. Brackebusch, Kevin Shiell, Rich Beaven and Carolyn Turner were elected directors, each for a term expiring at the 2026 annual meeting of shareholders, (ii) Assure, CPA, LLC was ratified as the Company’s independent registered accounting firm for the ensuing year.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IDAHO STRATEGIC RESOURCES, INC.
	By:	/s/ John Swallow
		John Swallow
		Its: President & CEO
		Date: July 01, 2025

3

FAQ

What proposals did Idaho Strategic Resources (IDR) shareholders vote on at the 2025 Annual Meeting?

Two routine items: re-election of five incumbent directors and ratification of Assure, CPA, LLC as independent auditor.

How many Idaho Strategic Resources shares were represented at the 2025 Annual Meeting?

Shareholders representing 10,076,652 shares (71.70 % of the 14,052,872 outstanding) were present or represented by proxy.

Were all Idaho Strategic Resources director nominees re-elected?

Yes. All five nominees received approximately 91-93 % of votes cast and will serve until the 2026 Annual Meeting.

Which auditing firm was ratified by Idaho Strategic Resources shareholders for fiscal 2025?

Shareholders ratified Assure, CPA, LLC with 9,960,697 votes for (98.5 % support).

What were the voting results for Proposal 2 (auditor ratification)?

For: 9,960,697   Against: 76,207   Abstain: 39,748   Broker Non-Vote: 0.